Srv Company / Investors / Share / Authorisations

Authorisations

Authorisation to decide on share issues

On 22 June 2015, SRV Group Plc held an Extraordinary General Meeting that authorised the Board of Directors to decide on the issue of new shares or treasury shares such that, based on the authorisation, the Board of Directors may decide on the issue of new shares or treasury shares in one or more lots in total up to a maximum of 27,000,000 shares. The authorisation may be used to safeguard the company’s financing needs and strengthen its balance sheet structure.

Based on the authorisation, the Board of Directors shall decide on all other terms and conditions of the share issue. The issuance of shares may also be carried out in a directed share issue in derogation of the pre-emptive subscription right of shareholders. 

The authorisation shall be valid until 31 March 2016 and it shall not supersede the authorisation granted to the Board of Directors by the Annual General Meeting held on 15 March 2011, which is valid until 15 March 2016 and under which a maximum total of 3,676,846 SRV shares can be issued. 

 

Authorisation to decide on the acquisition of the company's own shares

The AGM held 25 March 2015 authorised the Board of Directors to decide on the acquisition of the company’s own shares, using the company’s unrestricted equity.

The Board was authorised to acquire a maximum of 3,676,846 of the company's own shares in such a manner that the number of shares acquired on the basis of this authorisation, when combined with the shares already owned by the company and its subsidiaries, does not at any given time exceed 3,676,846 shares, or 10 per cent of all shares of the company. On the basis of this authorisation, the Board may acquire a maximum of 3,676,846 shares in public trading arranged by Nasdaq OMX Helsinki Oy at a market price valid at the moment of acquisition, as well as a maximum of 200,000 shares issued on the basis of incentive schemes to individuals employed by SRV Group without consideration, or for no more than the price at which an individual within the sphere of an incentive scheme is obliged to convey a share, such that the maximum number of acquired shares nevertheless remains at 3,676,846.

The aforementioned authorisations include the right to acquire shares other than in proportion to the holdings of shareholders. Shares acquired on the basis of this authorisation may be acquired in one or several instalments. The company's own shares can be acquired for use, for example, as payment in corporate acquisitions, when the company acquires assets relating to its business, as part of the company's incentive programmes, or to be otherwise conveyed, held or cancelled.

The authorisations as described above shall be in force for 18 months from the decision of the general meeting and cancel the authorisation granted by the Annual General Meeting to the Board of Directors on 26 March 2014.

The Board of Directors shall decide on other terms relating to the acquisition.

 

Authorisation to decide on the acquisition of the company's own shares

The General Meeting held 14 March 2012 authorised the Board of Directors to decide on the acquisition of the company’s own shares using the company’s unrestricted equity.

Acquisition of these shares will reduce the distributable equity of the company.

The Board of Directors is authorised to acquire a maximum of 3,676,846 shares of the company in public trading arranged by Nasdaq OMX Helsinki Oy at a market price valid at the moment of acquisition, so that the number of shares acquired on the basis of this authorisation when combined with the shares already owned by the company and its subsidiaries does not at any given time exceed 3,676,846 shares, or 10% of all shares of the company, and a maximum of 1,000,000 shares of the company in public trading arranged by Nasdaq OMX Helsinki Oy or otherwise, without consideration or for a maximum price of EUR 4.45 per share.

The aforementioned authorisations include the right to acquire own shares otherwise than in proportion to the holdings of the shareholders. Shares acquired on the basis of this authorisation may be acquired in one or several instalments.

The company’s own shares can be acquired for use e.g. as payment in corporate acquisitions, when the company acquires assets relating to its business, as part of the company’s incentive schemes or to be otherwise conveyed, held or cancelled.

The authorisations described above will remain in force for 18 months from the decision of the general meeting and cancel the authorisation granted by the annual general meeting on 15 March 2011.

The Board of Directors shall decide on any other terms related to share acquisition. 

Authorisation to decide on share issues

The general meeting authorised the Board of Directors to decide on the issue of new shares or the transfer of treasury shares against payment or without consideration.

The Board of Directors may, on the basis of this authorisation, resolve to issue new shares or to transfer treasury shares in one or several instalments, so that the aggregate maximum number of new shares and treasury shares transferred on the basis of the authorisation is 3,676,846 shares.

The authorisation includes the right to issue new shares or to transfer treasury shares in deviation from the shareholders' pre-emptive subscription right if there are substantial financial reasons for the company to do so, related to issue against payment, and, in the case of a share issue without consideration, there are particularly substantial financial reasons regarding both the company and the best interests of all of its shareholders.

This authorisation can be exercised e.g. when issuing new shares or transferring treasury shares as consideration in corporate acquisitions, when the company acquires assets related to its business and as part of the company's incentive schemes.

The Board of Directors shall decide on any other issues related to the issue of shares.

This authorisation shall remain in force for five years from the decision of the general meeting and cancels the authorisation approved by the annual general meeting held on 16 March 2010.